Case 2:21-cv-00072-JRG Document 43-4 Filed 05/07/21 Page 1 of 8 PageID #: 870
`Case 2:21-cv-00072-JRG Document 43-4 Filed 05/07/21 Page 1 of 8 PageID #: 870
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`EXHIBIT C
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`EXHIBIT C
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`Table of Contents
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`As filed with the Securities and Exchange Commission on April 11, 2019.
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`Registration No. 333-
`
`Delaware
`(State or other jurisdiction of
`incorporation or organization)
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`45-2647441
`(I.R.S. Employer
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`Identification Number)
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`UNITED STATES
`SECURITIES AND EXCHANGE COMMISSION
`Washington, D.C. 20549
`
`FORM S-1
`REGISTRATION STATEMENT
`UNDER
`THE SECURITIES ACT OF 1933
`
`UBER TECHNOLOGIES, INC.
`(Exact name of Registrant as specified in its charter)
`
`7372
`(Primary Standard Industrial
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`Classification Code Number)
`1455 Market Street, 4th Floor
`San Francisco, California 94103
`(415) 612-8582
`(Address, including zip code and telephone number, of Registrant’s principal executive offices)
`
`Nelson Chai
`Chief Financial Officer
`Uber Technologies, Inc.
`1455 Market Street, 4th Floor
`San Francisco, California 94103
`(415) 612-8582
`(Name, address, including zip code and telephone number, including area code, of agent for service)
`
`Copies to:
`Tony West
`Keir Gumbs
`Uber Technologies, Inc.
`1455 Market Street, 4th Floor
`San Francisco, California 94103
`(415) 612-8582
`
`David Peinsipp
`Siana Lowrey
`Andrew Williamson
`Cooley LLP
`101 California Street, 5th Floor
`San Francisco, California 94111
`(415) 693-2000
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`
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`Alan F. Denenberg
`Sarah K. Solum
`Davis Polk & Wardwell LLP
`1600 El Camino Real
`Menlo Park, California 94025
`(650) 752-2000
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`Eric W. Blanchard
`Kerry S. Burke
`Brian K. Rosenzweig
`Covington & Burling LLP
`620 Eighth Avenue
`New York, New York 10018
`(212) 841-1000
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`Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.
`If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐
`If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number
`of the earlier effective registration statement for the same offering. ☐
`If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier
`effective registration statement for the same offering. ☐
`If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier
`effective registration statement for the same offering. ☐
`Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the
`definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
`Large accelerated filer
`Non-accelerated filer
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`☐
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`☒
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`☐
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`☐
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` Accelerated filer
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` Smaller reporting company
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` Emerging growth company
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`If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
`provided to Section 7(a)(2)(B) of the Securities Act. ☐
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`CALCULATION OF REGISTRATION FEE
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`Proposed Maximum
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`Aggregate
`Offering Price(1)(2)
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`$1,000,000,000
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`Common Stock, $0.00001 par value per share
` (1)
`Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended.
` (2)
`Includes offering price of any additional shares that the underwriters have the option to purchase.
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`Title of Each Class of
`Securities to be Registered
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`Amount of
`Registration Fee
`$121,200
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`The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which
`specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration
`Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
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`Table of Contents
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`The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed
`with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these
`securities in any jurisdiction where the offer or sale is not permitted.
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`PROSPECTUS (Subject to Completion)
`Issued April 11, 2019
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`
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`Common Stock
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`Uber Technologies, Inc. is offering shares of its common stock, and the selling stockholders identified in this prospectus are
`offering shares of common stock. We will not receive any of the proceeds from the sale of shares by the selling stockholders. This is our initial
`public offering, and no public market currently exists for our shares. We anticipate that the initial public offering price will be between $ and
`$ per share.
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` Shares
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`
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`We have applied to list our common stock on the New York Stock Exchange under the symbol “UBER.”
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`Investing in our common stock involves risks. See “Risk Factors” beginning on page 25.
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`Price to Public
`Underwriting Discounts and Commissions ¹
`Proceeds to Uber
`Proceeds to Selling Stockholders
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`
` ¹ See the section titled “Underwriters” for a description of the compensation payable to the underwriters.
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`Per Share
`$
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`$
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`$
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`$
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`Total
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`$
`$
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`$
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`$
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`We have granted the underwriters the right to purchase up to an additional shares of common stock solely to cover over-allotments, if any.
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`At our request, the underwriters have reserved up to shares of common stock, or up to % of the shares offered by this
`prospectus, for sale at the initial public offering price through a directed share program to certain qualifying Drivers in the United States. See the section
`titled “Underwriters—Directed Share Program.”
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`The Securities and Exchange Commission and state securities regulators have not approved or disapproved of these securities or determined if this
`prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
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`The underwriters expect to deliver the shares of common stock to purchasers on , 2019.
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`
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`Morgan Stanley
`BofA Merrill Lynch
`RBC Capital Markets
`HSBC
`Needham & Company
` BTIG
`Academy Securities
`Mischler Financial Group, Inc.
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`Barclays
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`Canaccord Genuity
`Oppenheimer & Co.
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`Goldman Sachs & Co. LLC
`Allen & Company LLC
`Citigroup
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`Deutsche Bank Securities
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`SunTrust Robinson Humphrey
`Mizuho Securities
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`SMBC
`Siebert Cisneros Shank & Co., L.L.C.
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`Loop Capital Markets
`JMP Securities
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`Macquarie Capital
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`CastleOak Securities, L.P.
` Cowen Evercore ISI
`Raymond James
` William Blair
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`The Williams Capital Group, L.P.
`TPG Capital BD
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`Prospectus dated , 2019.
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`Letter from our CEO
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`Table of Contents
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`PROSPECTUS SUMMARY
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`This summary highlights information contained elsewhere in this prospectus. This summary is not complete and does not contain all of the
`information you should consider before investing in our common stock. You should read this entire prospectus carefully before making an
`investment decision. You should carefully consider, among other things, the sections titled “Risk Factors,” “Special Note Regarding Forward-
`Looking Statements,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our audited
`consolidated financial statements and the related notes included elsewhere in this prospectus. Unless the context otherwise requires, we use the
`terms “Uber,” the “company,” “we,” “our,” “us,” or similar terms in this prospectus to refer to Uber Technologies, Inc. and, where appropriate,
`our consolidated subsidiaries.
`
`Overview
`Our mission is to ignite opportunity by setting the world in motion.
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`UBER TECHNOLOGIES, INC.
`
`We believe deeply in our bold mission. Every minute of every day, consumers and Drivers on our platform can tap a button and get a ride or
`tap a button and get work. We revolutionized personal mobility with Ridesharing, and we are leveraging our platform to redefine the massive meal
`delivery and logistics industries. While we have had unparalleled growth at scale, we are just getting started: only 2% of the population in the 63
`countries where we operate used our offerings in the quarter ended December 31, 2018, based on MAPCs.
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`The foundation of our platform is our massive network, leading technology, operational excellence, and product expertise. Together, these
`elements power movement from point A to point B.
`Massive network. Our massive, efficient, and intelligent network consists of tens of millions of Drivers, consumers, restaurants,
`•
`shippers, carriers, and dockless e-bikes and e-scooters, as well as underlying data, technology, and shared infrastructure. Our network
`becomes smarter with every trip. In over 700 cities around the world, our network powers movement at the touch of a button for
`millions, and we hope eventually billions, of people.
`Leading technology. We have built proprietary marketplace, routing, and payments technologies. Marketplace technologies are the core
`of our deep technology advantage and include demand prediction, matching and dispatching, and pricing technologies.
`Operational excellence. Our regional on-the-ground operations teams use their extensive market-specific knowledge to rapidly launch
`and scale products in cities, support Drivers, consumers, restaurants, shippers, and carriers, and build and enhance relationships with
`cities and regulators.
`Product expertise. Our products are built with the expertise that allows us to set the standard for powering movement on-demand,
`provide platform users with a contextual, intuitive interface, continually evolve features and functionality, and deliver safety and trust.
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`•
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`•
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`•
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`Our Personal Mobility, Uber Eats, and Uber Freight platform offerings each address large, fragmented markets.
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`Personal Mobility
`Our Personal Mobility offering includes Ridesharing and New Mobility. Ridesharing refers to products that connect consumers with Drivers
`who provide rides in a variety of vehicles, such as cars, auto rickshaws,
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`motorbikes, minibuses, or taxis. New Mobility refers to products that provide consumers with access to rides through a variety of modes, including
`dockless e-bikes and e-scooters. We aim to provide everyone, everywhere on our platform with access to a safe, reliable, affordable, and convenient
`trip within a few minutes of tapping a button. In the quarter ended December 31, 2018, the average wait time for a rider to be picked up by a Driver
`was five minutes. In addition to powering movement for riders, our platform powers opportunity for Drivers, fueling the future of independent
`work by providing Drivers with a reliable and flexible way to earn money.
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`We are committed to providing consumers with access to the best personal mobility options to meet their needs. We are investing in new
`modes of transportation that enable us to address a wider range of consumer use cases and represent a significant opportunity to bring additional
`trips onto our platform. For example, according to the U.S. Department of Transportation, trips of less than three miles accounted for 46% of all
`U.S. vehicle trips in 2017. We believe that dockless e-bikes and e-scooters address many of these use cases and will replace a portion of these
`vehicle trips over time, particularly in urban environments that suffer from substantial traffic during peak commuting hours.
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`The rapid growth and scale of our Ridesharing products, which to date have accounted for virtually all of our Personal Mobility offering,
`demonstrates the size of our opportunity:
`•
`Revenue derived from our Ridesharing products grew from $3.5 billion in 2016 to $9.2 billion in 2018.
`•
`Gross Bookings derived from our Ridesharing products grew from $18.8 billion in 2016 to $41.5 billion in 2018.
`•
`Consumers traveled approximately 26 billion miles on our platform in 2018.
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`We believe that Personal Mobility represents a vast, rapidly growing, and underpenetrated market opportunity. We operate our Personal
`Mobility offering in 63 countries with an aggregate population of 4.1 billion people. Through our Personal Mobility offering, we estimate that our
`platform served 2% of the population in these countries based on MAPCs in the quarter ended December 31, 2018. We estimate that people
`traveled 4.7 trillion vehicle miles in trips under 30 miles in these countries in 2018, of which the approximately 26 billion miles traveled on our
`platform represent less than 1% penetration.
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`We believe that our Personal Mobility market share and ridesharing category position are key indicators of our progress towards our massive
`market opportunity. We calculate our Personal Mobility market share in a given region by dividing our Personal Mobility miles traveled by our
`estimates of the addressable market in miles traveled in the region. We estimate the size of the addressable market by multiplying the number of
`passenger cars in each country by our country-level estimates of miles traveled per car. Our estimates also include an estimated 4.4 trillion public
`transportation miles, which we allocate to regions based on their share of the population in our addressable market. See the section titled “Business
`—Our Market Opportunity” for more information. Based on this estimate, our Personal Mobility market share is less than 1% in every major
`region of the world where we operate.
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`We calculate our ridesharing category position within a given region by dividing our Ridesharing Gross Bookings by our estimates of total
`ridesharing Gross Bookings generated by us and other companies with similar ridesharing products. Based on these estimates, we have a leading
`ridesharing category position in every major region of the world where we operate, as shown in the graphic below. We also participate in certain
`regions through our minority-owned affiliates and intend to maintain our interests in these minority-owned affiliates to participate in the expected
`growth of ridesharing and other modes of personal mobility in the regions where they operate.
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